Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Subject to the provisions of Section 9.5 below, each Shareholder hereby covenants and agrees with Buyer that such Shareholder shall indemnify Buyer and its shareholders, respective directors, officers, employees and Affiliates of Buyer, and each of their successors and assigns (individually, a “Buyer Indemnified Party”), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, “Damages”) incurred by any of them resulting from any breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by a Shareholder made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Indemnification by the Shareholders. Subject to the provisions of Section 9.5 8.5 below, each Shareholder hereby covenants and agrees with Buyer that such Shareholder shall indemnify Buyer and its shareholders, respective directors, officers, employees and Affiliates of Buyer, and each of their successors and assigns (individually, a “"Buyer Indemnified Party”"), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, “"Damages”") incurred by any of them resulting from any breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by a Shareholder made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Indemnification by the Shareholders. Subject to The Shareholders hereby covenant and agree with Purchaser that, regardless of any investigation made at any time by or on behalf of Purchaser or any information Purchaser may have and, regardless of the provisions of Section 9.5 belowClosing hereunder, each Shareholder hereby covenants and agrees with Buyer that such Shareholder the Shareholders shall indemnify Buyer Purchaser and R & S and its shareholders, respective directors, officers, employees and Affiliates of BuyerPurchaser, and each of their successors and assigns (individually, a “Buyer "Purchaser Indemnified Party”"), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes)liabilities, fines, penalties, damages and expenses (including interest, if any, interest which may be imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, “Damages”) incurred by any of them resulting from any misrepresentation, breach of any representation warranty or warranty in this Agreement or the non-fulfillment in any material respect nonfulfillment of any agreement, covenant or obligation by a Shareholder the Shareholders made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Indemnification by the Shareholders. Subject to the provisions of Section 9.5 10.5 below, each Shareholder hereby covenants and agrees with Buyer that such Shareholder shall indemnify Buyer and its shareholders, respective directors, officers, employees and Affiliates of Buyer, and each of their successors and assigns (individually, a “"Buyer Indemnified Party”"), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, “"Damages”") incurred by any of them resulting from from: (i) any claim, liability, obligation or expense arising out of or related to the operation of the Company's Business on or prior to the Closing Date not reflected in the Financial Statements or herein, and (ii) any breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Company or a Shareholder made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).